Share-based Compensation

We may grant non-qualified stock options, incentive stock options, stock-settled stock appreciation rights, restricted shares, and restricted share units for up to 3.0 million common shares under our 2011 Stock Incentive Plan (“the 2011 Plan”). The maximum number of shares subject to stock options or SSARs that may be granted to an individual in a calendar year is 800,000 shares, and the maximum number of shares subject to restricted shares or restricted share units that may be granted to an individual in a calendar year is 400,000 shares. The maximum aggregate number of restricted shares or restricted share units that may be granted under the 2011 Plan is 1.0 million.

For stock options and SSARs, the exercise price must be set at least equal to the closing market price of our common shares on the date of grant. The maximum term of stock option and SSAR awards is seven years from the date of grant. Stock option and SSARs awards vest over a period established by the Compensation Committee of the Board of Directors. SSARs may be granted in conjunction with, or independently from, a stock option granted under the 2011 Plan. SSARs granted in connection with a stock option are exercisable only to the extent that the stock option to which it relates is exercisable and the SSARs terminate upon the termination or exercise of the related stock option.

Restricted shares and restricted share units, whether time-vested or performance-based, may be issued at no cost or at a purchase price that may be below their fair market value, but are subject to forfeiture and restrictions on their sale or other transfer. Performance-based awards may be conditioned upon the attainment of specified performance objectives and other conditions, restrictions, and contingencies. Restricted shares and restricted share units have the right to receive dividends, or dividend equivalents in the case of restricted share units, if any, subject to the same forfeiture provisions that apply to the underlying awards. Subject to certain exceptions set forth in the 2011 Plan, for awards to employees, no performance-based restricted shares or restricted share units shall be based on a restriction period of less than one year, and any time-based restricted shares or restricted share units shall have a minimum restriction period of three years.

We have a shareholder-approved 2006 Stock Incentive Plan ("the 2006 Plan”), as well as, a 2000 Stock Option Plan for Outside Directors and a 2000 Stock Incentive Plan that still have vested awards outstanding. Awards are no longer being granted from these incentive plans.

We may distribute authorized but unissued shares or treasury shares to satisfy share option and appreciation right exercises or restricted share and performance share awards.

We record compensation expense related to stock options, stock-settled stock appreciation rights, restricted shares, and performance shares granted to certain employees and non-employee directors based on the fair value of the awards on the grant date. The fair value of restricted share and performance share awards is based on the closing price of our common shares on the grant date. The fair value of stock option and stock-settled appreciation right awards is estimated on the grant date using the Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of our common shares.

We recognized less than $0.1 million of excess tax benefits related to the exercise of stock options and SSARs in fiscal 2014. As discussed in Note 11, Income Taxes, in fiscal 2013 and 2012, we were in a net operating loss position for U.S. federal income taxes. Therefore, we did not recognize and will not recognize an income tax benefit related to stock options or SSARs exercised until that tax benefit can be realized.

The following table summarizes the share-based compensation expense for options, SSARs, restricted and performance awards included in the Consolidated Statements of Operations for fiscal 2015, 2014 and 2013:



	Year ended March 31,
(In thousands)	2015		2014		2013
Product development	$	1,168	$	700	$	475
Sales and marketing	135		90		65
General and administrative	1,837		1,329		1,098
Total share-based compensation expense	$	3,140	$	2,119	$	1,638

Stock Options

The following table summarizes the activity during fiscal 2015 for stock options awarded under the 2006 Plan:



(In thousands, except share and per share data)	Number of Options		Weighted- Average Exercise Price		Remaining Contractual Term	Aggregate Intrinsic Value
			(per share)		(in years)
Outstanding at April 1, 2014	627,500		$	15.26
Granted	—		—
Exercised	(15,000	)	13.76
Cancelled/expired	(30,000	)	13.11
Outstanding and exercisable at March 31, 2015	582,500		$	15.41	1.1	$	—

The following table presents additional information related to stock option activity during the fiscal years ended March 31, 2015, 2014 and 2013:



(In thousands)	2015		2014		2013
Proceeds from stock options exercised	$	102	$	169	$	67
Total intrinsic value of stock options exercised	$	4	$	1,402	$	382

All stock options are vested and we do not have any remaining unrecognized stock based compensation expense related to stock options.

A total of 8,065 shares, net of 6,935 shares withheld to cover the applicable exercise price of the award, were issued from treasury shares to settle stock options exercised during fiscal 2015.

Stock-Settled Stock Appreciation Rights

Stock-Settled Appreciation Rights (“SSARs”) are rights granted to an employee to receive value equal to the difference in the price of our common shares on the date of the grant and on the date of exercise. This value is settled in common shares of Agilysys.

We use a Black-Scholes-Merton option pricing model to estimate the fair value of SSARs. The following table summarizes the principal assumptions utilized in valuing SSARs granted in fiscal 2015, 2014 and 2013:



	2015	2014	2013
Risk-free interest rate	1.52%	1.05%-1.39%	0.67%-0.89%
Expected life (in years)	5	5	5
Expected volatility	82.56%	80.78%-80.93%	81.03%-83.77%
Weighted average grant date fair value	$7.23	$7.96	$4.92

The risk-free interest rate is based on the yield of a zero coupon U.S. Treasury bond whose maturity period approximates the expected life of the SSARs. The expected life is estimated using historical data representing the period of time the awards are expected to be outstanding. The estimated fair value of the SSARs granted, less expected forfeitures, is recognized over the vesting period of the awards utilizing the graded vesting method. Under this method, the compensation cost related to unvested amounts begins to be recognized as of the grant date.

The following table summarizes the activity during fiscal 2015 for SSARs awarded under the 2011 Plan and the 2006 Plan:



(In thousands, except share and per share data)	Number of Rights		Weighted- Average Exercise Price		Remaining Contractual Term	Aggregate Intrinsic Value
			(per right)		(in years)
Outstanding at April 1, 2014	320,236		$	9.05
Granted	115,020		14.41
Exercised	(16,078	)	7.75
Forfeited	(11,835	)	7.46
Cancelled/expired	(13,333	)	7.46
Outstanding at March 31, 2015	394,010		$	10.76	4.8	$	388
Exercisable at March 31, 2015	286,849		$	9.63	4.3	$	388
Vested and expected to vest at March 31, 2015	375,666		$	10.61	4.8	$	388

The following table presents additional information related to SSARs activity during fiscal 2015, 2014 and 2013:



(In thousands)	2015		2014		2013
Compensation expense	$	792	$	611	$	595
Total intrinsic value of SSARs exercised	$	96	$	2,131	$	373
Total fair value of SSARs vesting	$	779	$	636	$	778

As of March 31, 2015, total unrecognized stock based compensation expense related to non-vested SSARs was $0.6 million, which is expected to be recognized over a weighted-average vesting period of 1.7 years.

A total of 5,463 shares, net of 1,446 shares withheld to cover the employee’s minimum applicable income taxes, were issued from treasury shares to settle SSARs exercised during the twelve months ended March 31, 2015. The shares withheld were returned to treasury shares.

Restricted Shares

We granted shares to certain of our Directors, executives and key employees under the 2011 Plan, the vesting of which is service-based. The following table summarizes the activity during the twelve months ended March 31, 2015 for restricted shares awarded under the 2011 Plan:



	Number of Shares		Weighted- Average Grant- Date Fair Value
			(per share)
Outstanding at April 1, 2014	139,501		$	10.72
Granted	360,321		13.79
Vested	(154,900	)	11.68
Forfeited	(22,836	)	13.3
Outstanding at March 31, 2015	322,086		$	13.49

The weighted-average grant date fair value of the restricted shares is determined based upon the closing price of our common shares on the grant date. During the fiscal 2015, a total of 123,983 shares, net of 31,805 shares were withheld from the vested restricted shares to cover the employee's minimum applicable income taxes, were issued from treasury. The shares withheld were returned to treasury shares.

The following table presents additional information related to restricted stock activity during fiscal years 2015, 2014, and 2013:



(In thousands)	2015		2014		2013
Compensation expense	$	2,348	$	1,486	$	989
Total fair value of restricted share vesting	$	1,572	$	1,579	$	1,099

As of March 31, 2015, total unrecognized stock based compensation expense related to non-vested restricted stock was $3.4 million, which is expected to be recognized over a weighted-average vesting period of 2.1 years. We do not include restricted stock in the calculation of earnings per share until the shares are vested.

Performance Shares

In fiscal 2013, we granted shares to certain of our key employees under the 2011 Plan, the vesting of which is contingent upon meeting various company-wide performance goals within a two-year period.

The following table summarizes the activity during fiscal 2015 for performance shares awarded under the 2011 Plan:



	Number of Shares		Weighted- Average Grant- Date Fair Value
			(per share)
Outstanding at April 1, 2014	17,728		$	8.64
Granted	—		—
Vested	(17,728	)	$	8.64
Outstanding at March 31, 2015	—		$	8.64

The weighted-average grant date fair value of the performance shares is determined based upon the closing price of our common shares on the grant date and assumed that performance goals would be met at target.

The following table presents additional information related to performance share activity during the fiscal 2015, 2014, and 2013:



(In thousands)	2015		2014		2013
Compensation expense	$	77	$	22	$	54
Total fair value of performance share vesting	$	174	$	—	—

Once attainment of the performance goals becomes probable, compensation expense related to performance share awards is recognized over the vesting period based upon the closing market price of our common shares on the grant date.

Compensation expense related to performance share awards is recognized ratably over the vesting period based upon the closing market price of our common shares on the grant date. As of March 31, 2015, there is no remaining unrecognized stock based compensation expense related to non-vested performance shares.